<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO
SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DUKE CAPITAL FINANCING TRUST II
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 51-0379863
- -------------------------------------------------------------------------------
(State of incorporation or organization) (IRS Employer Identification No.)
422 South Church Street, Charlotte, North Carolina 28202
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be so registered
- -------------------------------------------------------------------------------
7 3/8% Cumulative Quarterly New York Stock Exchange
Income Preferred Securities
(liquidation amount $25 per
Preferred Security)
Securities to be registered pursuant to Section 12(g) of the Act:
-None-
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the 7 3/8% Cumulative Quarterly
Income Preferred Securities (liquidation amount $25 per Preferred Security) (the
"Preferred Securities") of Duke Capital Financing Trust II, a Delaware business
trust ("Duke Capital Financing"). A description of the Preferred Securities is
contained in the Registration Statement on Form S-3, as amended, of Duke Capital
Corporation and Duke Capital Financing, Registration Nos. 333-49077, 333-49077-
01, 333-49077-02 and 333-49077-03, filed pursuant to the Securities Act of 1933,
as amended (the "Securities Act"). Such description is incorporated herein by
this reference. A description of the Preferred Securities will also be included
in a definitive prospectus supplement subsequently filed by Duke Capital
Corporation and Duke Capital Financing pursuant to Rule 424(b) under the
Securities Act. Such prospectus supplement shall be deemed to be incorporated by
reference herein.
Item 2. Exhibits.
Exhibit Number
- --------------
1 -- Registration Statement on Form S-3, as amended, filed by Duke Capital
Corporation and Duke Capital Financing (Registration Nos. 333-49077,
333-49077-01, 333-49077-02 and 333-49077-03 (the "Registration
Statement") (incorporated herein by reference).
4(a) -- Certificate of Trust of Duke Capital Financing (designated in the
Registration Statement as Exhibit 4.5-B and incorporated herein by
reference).
4(b) -- Form of Amended and Restated Trust Agreement of Duke Capital Financing
(designated in the Registration Statement as Exhibit 4.7 and
incorporated herein by reference).
4(c) -- Subordinated Indenture between Duke Capital Corporation and The
Chase Manhattan Bank, as trustee (designated in the Registration
Statement as Exhibit 4.3 and incorporated herein by reference).
4(d) -- Form of Supplemental Indenture to Subordinated Indenture between Duke
Capital Corporation and The Chase Manhattan Bank, as trustee
(designated in the Registration Statement as Exhibit 4.4 and
incorporated herein by reference).
4(e) -- Form of Guarantee Agreement of Duke Capital Corporation with respect to
the Preferred Securities (designated in the Registration Statement as
Exhibit 4.11 and incorporated herein by reference).
<PAGE>
Exhibits heretofore filed with the Securities and Exchange Commission
and designated as set forth above are hereby incorporated herein by reference
and made a part hereof with the same effect as if filed herewith.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 10, 1998 DUKE CAPITAL FINANCING TRUST II
By: DUKE CAPITAL CORPORATION,
as Depositor
By: /s/ Robert T. Lucas III
---------------------------------
Robert T. Lucas III
Assistant Secretary
3
